Middlefield Banc (MBCN) 8-K Results of Operations and Financial Condition

Exhibit 99

15985 East High Street

P. O. Box 35

Middlefield, Ohio 44062

Phone: 440/632-1666 FAX: 440/632-1700

www.middlefieldbank.bank

  PRESS RELEASE

Company Contact:	Investor and Media Contact:
Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 tcaldwell@middlefieldbank.com	Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com

Middlefield Banc Corp. Reports 2017 First Half Financial Results

MIDDLEFIELD, OHIO, July 26, 2017 ◆◆◆◆ Middlefield Banc Corp. (NASDAQ: MBCN) today reported financial results for the 2017 first half and second quarter ended June 30, 2017.

2017 First Half Financial Highlights versus 2016 First Half (unless noted):

• Net income was up 35.0% to $4.6 million

• Earnings per diluted share decreased 6.9% to $1.61 per share, as a result of a 44.6% increase in the average number of diluted shares outstanding

• Total net loans increased 50.2% to $861.3 million

• Organic total net loans increased 11.0%

• Total interest income improved 43.0% to $21.1 million

• Tier 1 capital ratio remains strong at 9.95%

“Middlefield’s 2017 second quarter and year-to-date financial results reflect the contribution of the Liberty Bank, N.A. acquisition, robust organic loan growth throughout our Central and Northeast Ohio markets, and stable asset quality,” stated Thomas G. Caldwell, President and Chief Executive Officer. “Year-to-date, total net loans increased 11.0% organically, and over the past three months were up 3.7% organically. In addition, we ended the second quarter with a robust pipeline of potential new loans. I am encouraged by recent loan growth and demand trends, which demonstrates Middlefield’s growing banking franchise and stable economic trends within our local geographies. While total net loans increased 50.2%, our asset quality remains strong as nonperforming loans to total loans has declined to 1.45% at June 30, 2017 from 1.64% for the same period last year. As a result of Middlefield’s strong year-to-date performance, we expect 2017 will be another good year for the Bank.”

Income Statement

For the 2017 first half, net interest income increased 42.4% to $18.0 million, compared to $12.7 million for the same period last year. Year-to-date, the net interest margin was 3.82%, compared to 3.82% for the same period last year. Net interest income for the 2017 second quarter was $9.3 million, compared to $6.3 million for the 2016 second quarter.

The net interest margin for the 2017 second quarter was 3.80%, compared to 3.78% for the same period of 2016. The 46.3% increase in net interest income for the 2017 second quarter was largely a result of a 57.0% increase in interest and fees on loans.

For the 2017 first half, noninterest income was $2.5 million, compared to $2.1 million for the same period last year. Noninterest income for the 2017 second quarter was $1.0 million, compared to $1.2 million for the same period last year.

For the 2017 first half, noninterest expense increased 36.3% to $14.0 million, compared to $10.3 million for the same period last year. Operating costs in the 2017 second quarter increased 36.4% to $6.7 million from $4.9 million for the 2016 second quarter. During the 2017 second quarter, noninterest expense had approximately $307,000 of one-time merger costs associated with the Liberty merger, and year-to-date the company had one-time merger related costs of approximately $694,000.

Annualized returns on average equity (“ROE”) and average assets (“ROA”) for the 2017 six-month period were 9.05% and 0.89%, respectively, compared with 10.62% and 0.92% for the same period last year. For the 2017 second quarter, ROE and ROA were 9.34% and 0.94%, respectively, compared with 11.78% and 1.03% for the 2016 second quarter.

“I am pleased with the successful $16.0 million private placement we completed in the second quarter. The proceeds from this offering were used to retire $12.0 million of higher-cost borrowings, which helped Middlefield reduce its funding costs,” said Donald L. Stacy, Chief Financial Officer. “Our net loans-to-assets ratio continues to increase and was 80.5% at June 30, 2017, up 400 basis points from year end, and increased 510 basis points from the same period a year ago. During the 2017 second quarter, the yield on earning assets increased to 4.45% from 4.37% for the same period a year ago, while our cost of interest-bearing liabilities increased to 0.83% from 0.77% for the same period a year ago. The net effect was a slight increase in the company’s net interest spread, as well as a slight increase in net interest margin, which was 3.80% in the second quarter. We continue to expect improving profitability as a result of the company’s growing loan portfolio, and achieving cost benefits from the Liberty merger.”

Balance Sheet

Total assets at June 30, 2017 increased 40.8% to approximately $1,070.0 million, from $760.1 million at June 30, 2016, and $787.8 million at December 31, 2016. Net loans at June 30, 2017 were $861.3 million, compared to $573.4 million at June 30, 2016, and $602.5 million at December 31, 2016. The 50.2% year-over-year improvement in total net loans was across all loan categories, and was a result of organic growth and the contribution of the Liberty merger. Specifically, commercial mortgage loans increased 64.5%, residential mortgage loans increased 22.6%, commercial and industrial loans increased 60.7%, real estate construction loans increased 121.8%, and consumer installment loans increased 343.5%.

Total deposits at June 30, 2017 increased 34.8% to $846.8 million from $628.0 million at June 30, 2016. The company continued to proactively manage its cost of funds and control deposit growth. The investment portfolio, which is entirely classified as available for sale, was $105.0 million June 30, 2017, compared with $129.3 million at June 30, 2016.

Stockholders’ Equity and Dividends

At June 30, 2017, tangible stockholders’ equity was $98.8 million, an increase of 35.4% from $73.0 million at June 30, 2016. On a per-share basis, tangible stockholders’ equity decreased to $30.77 at June 30, 2017 from $32.47 at June 30, 2016. Through the first six months of 2017, the company declared cash dividends of $0.54 per share. The dividend payout ratio for the 2017 six-month period was 35.2% compared to 32.4% for the same period last year.

At June 30, 2017, the company had a Tier 1 leverage ratio of 9.95%, down from 10.23% at June 30, 2016.

Asset Quality

The provision for loan losses for the 2017 second quarter was $0.2 million versus $0.1 million for the same period last year. Nonperforming assets at June 30, 2017 were $13.2 million, compared to $10.6 million at June 30, 2016. Net charge-offs for the 2017 second quarter were $0.3 million, or 0.13% of average loans, annualized, compared to $0.1 million, or 0.07% of average loans, annualized for the same 2016 period. Year-to-date net charge-offs were $0.3 million, or 0.08% of average loans, annualized compared to $0.2 million, or 0.08% of average loans, annualized for the same period last year. The allowance for loan losses at June 30, 2017 stood at $6.6 million, or 0.76% of total loans, compared to $6.4 million or 1.10% of total loans at June 30, 2016. The decline in the allowance ratio is due to the acquisition of Liberty Bank, which increased total loans.

The following table provides a summary of asset quality and reserve coverage ratios.

	Asset Quality History (dollars in thousands)
	6/30/2017			6/30/2016			12/31/2016			12/31/2015			12/31/2014
Nonperforming loans	$	12,581		$	9,491		$	7,075		$	10,263		$	9,048
Real estate owned	$	650		$	1,142		$	934		$	1,412		$	2,590
Nonperforming assets	$	13,231		$	10,633		$	8,009		$	11,675		$	11,638
Allowance for loan losses	$	6,605		$	6,366		$	6,598		$	6,385		$	6,846
Ratios:
Nonperforming loans to total loans		1.45	%		1.64	%		1.16	%		1.92	%		1.92	%
Nonperforming assets to total assets		1.24	%		1.40	%		1.02	%		1.59	%		1.72	%
Allowance for loan losses to total loans		0.76	%		1.10	%		1.08	%		1.20	%		1.45	%
Allowance for loan losses to nonperforming loans		52.50	%		67.07	%		93.26	%		62.21	%		75.66	%

Middlefield Banc Corp., headquartered in Middlefield, Ohio, is a bank holding company with total assets of $1.1 billion at June 30, 2017. The bank operates 14 full-service banking centers and an LPL Financial^® brokerage office serving Beachwood, Chardon, Cortland, Dublin, Garrettsville, Mantua, Middlefield, Newbury, Orwell, Solon, Sunbury, Twinsburg, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio. Additional information is available atwww.middlefieldbank.bank.

This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause Middlefield Banc Corp.’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.’s financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

June 30, 2017 and 2016

(Dollar amounts in thousands)

(unaudited)

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2017			2016		2017			2016
INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	9,916		$	6,317	$	19,096		$	12,490
Interest-bearing deposits in other institutions		92			15		141			27
Federal funds sold		1			5		4			9
Investment securities:
Taxable interest		223			290		441			630
Tax-exempt interest		630			750		1,267			1,540
Dividends on stock		40			28		152			57
Total interest and dividend income		10,902			7,405		21,101			14,753
INTEREST EXPENSE
Deposits		1,227			889		2,352			1,744
Short-term borrowings		273			115		450			235
Other borrowings		68			20		151			37
Trust preferred securities		57			42		114			75
Total interest expense		1,625			1,066		3,067			2,091
NET INTEREST INCOME		9,277			6,339		18,034			12,662
Provision for loan losses		170			105		335			210
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		9,107			6,234		17,699			12,452
NONINTEREST INCOME
Service charges on deposit accounts		449			491		918			938
Investment securities gains, net		—			252		488			303
Earnings on bank-owned life insurance		98			97		207			196
Gains on sale of loans		231			106		465			193
Other income		211			227		422			452
Total noninterest income		989			1,173		2,500			2,082
NONINTEREST EXPENSE
Salaries and employee benefits		3,203			2,283		6,899			5,063
Occupancy expense		433			292		921			627
Equipment expense		266			210		547			479
Data processing costs		588			322		908			594
Ohio state franchise tax		186			162		372			262
Federal deposit insurance expense		135			132		203			264
Professional fees		423			218		796			510
(Gain) loss on other real estate owned		(184	)		56		(262	)		68
Advertising expense		164			203		412			398
Other real estate expense		199			85		332			131
Directors fees		128			121		240			228
Core deposit intangible amortization		103			10		175			20
Appraiser fees		104			119		206			220
ATM fees		28			98		104			194
Merger expense		307			—		694			—
Other expense		621			604		1,424			1,195
Total noninterest expense		6,704			4,915		13,971			10,253
Income before income taxes		3,392			2,492		6,228			4,281
Income taxes		885			566		1,621			868
NET INCOME	$	2,507		$	1,926	$	4,607		$	3,413

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

June 30, 2017 and 2016 and December 31, 2016

Balance Sheet (period end)	June 30, 2017			December 31, 2016			June 30, 2016
(Dollar amounts in thousands)
	(unaudited)						(unaudited)
ASSETS
Cash and due from banks	$	37,971		$	31,395		$	21,127
Federal funds sold		1,600			1,100			1,000
Cash and cash equivalents		39,571			32,495			22,127
Investment securities available for sale, at fair value		104,951			114,376			129,295
Loans held for sale		9,791			634			496
Loans		867,864			609,140			579,716
Less allowance for loan and lease losses		6,605			6,598			6,366
Net loans		861,259			602,542			573,350
Premises and equipment, net		11,511			11,203			9,727
Goodwill		15,435			4,559			4,559
Core deposit intangibles		2,948			36			56
Bank-owned life insurance		15,432			13,540			13,337
Other real estate owned		650			934			1,142
Accrued interest and other assets		9,528			7,502			6,019
TOTAL ASSETS	$	1,071,076		$	787,821		$	760,108
	June 30, 2017			December 31, 2016			June 30, 2016
LIABILITIES
Deposits:
Noninterest-bearing demand	$	172,199		$	133,630		$	126,045
Interest-bearing demand		87,084			59,560			64,361
Money market		160,858			74,940			81,596
Savings		181,259			172,370			173,014
Time		245,383			189,434			183,024
Total deposits		846,783			629,934			628,040
Fed funds purchased		—			—			414
Short-term borrowings		63,388			68,359			41,841
Other borrowings		39,346			9,437			9,825
Accrued interest and other liabilities		4,357			3,131			2,407
TOTAL LIABILITIES		953,874			710,861			682,527
STOCKHOLDERS’ EQUITY
Common equity		84,587			47,943			47,675
Retained earnings		44,318			41,334			39,545
Accumulated other comprehensive income		1,815			1,201			3,879
Treasury stock		(13,518	)		(13,518	)		(13,518	)
TOTAL STOCKHOLDERS’ EQUITY		117,202			76,960			77,581
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,071,076		$	787,821		$	760,108

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Per common share data
Net income per common share—basic	$	0.84		$	0.94		$	1.62		$	1.74
Net income per common share—diluted	$	0.83		$	0.94		$	1.61		$	1.73
Dividends declared	$	0.27		$	0.27		$	0.54		$	0.54
Book value per share (period end)	$	36.49		$	34.53		$	36.49		$	34.53
Tangible book value per share (period end)	$	30.77		$	32.47		$	30.77		$	32.47
Dividend payout ratio		34.58	%		31.00	%		35.23	%		32.35	%
Average shares outstanding—basic		3,000,451			2,051,137			2,841,019			1,964,657
Average shares outstanding—diluted		3,014,140			2,059,411			2,854,158			1,973,179
Period ending shares outstanding		3,211,748			2,246,904			3,211,748			2,246,904
Selected ratios
Return on average assets		0.94	%		1.03	%		0.89	%		0.92	%
Return on average equity		9.34	%		11.78	%		9.05	%		10.62	%
Yield on earning assets		4.45	%		4.37	%		4.45	%		4.42	%
Cost of interest-bearing liabilities		0.83	%		0.77	%		0.80	%		0.76	%
Net interest spread		3.62	%		3.60	%		3.64	%		3.66	%
Net interest margin		3.80	%		3.78	%		3.82	%		3.82	%
Efficiency		63.30	%		62.23	%		65.94	%		65.99	%
Tier 1 capital to average assets		9.95	%		10.23	%		9.95	%		10.23	%
	June 30, 2017			June 30, 2016
Commercial and industrial	$	97,160		$	60,451
Real estate—construction		35,571			16,039
Real estate—mortgage:
Residential		308,519			251,553
Commercial		406,670			247,176
Consumer installment		19,944			4,497
	$	867,864		$	579,716
Asset quality data	June 30, 2017			June 30, 2016
(Dollar amounts in thousands)
Nonaccrual loans	$	10,213		$	6,662
Troubled debt restructuring		2,169			2,829
Nonperforming loans		12,581			9,491
Other real estate owned		650			1,142
Nonperforming assets	$	13,231		$	10,633
Allowance for loan and lease losses	$	6,605		$	6,366
Allowance for loan and lease losses/total loans		0.76	%		1.10	%
Net charge-offs:
Quarter-to-date		285			96
Year-to-date		328			229
Net charge-offs to average loans, annualized
Quarter-to-date		0.13	%		0.07	%
Year-to-date		0.08	%		0.08	%
Nonperforming loans/total loans		1.45	%		1.64	%
Allowance for loan and lease losses/nonperforming loans		52.50	%		67.07	%